CPI AEROSTRUCTURES INC — Director's Dealing 2011

Mar 29, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CPI AEROSTRUCTURES INC (CVU)
CIK: 0000889348
Period of Report: 2011-03-28

Reporting Person: ROSENFELD ERIC (Director, Chairman of the Board, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-28	Common Stock	M	10000	$7.95	Acquired	86000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-28	Stock Option (right to buy)	$7.95	M	10000	Disposed	2011-03-31	Common Shares (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	883334	Indirect

Footnotes

F1: Represents (a) 30,000 owned individually, and (b) 56,000 common shares owned as joint tenants by Mr. Rosenfeld and his wife.

F2: Mr. Rosenfeld is the senior managing member of the sole general partner of Crescendo Partners II, L.P. Series L ("Crescendo Partners II"). Mr. Rosenfeld disclaims beneficial ownership of the shares held by Crescendo Partners II, except to the extent of his pecuniary interest therein.